v3.5.0.2
Note 7 - Convertible Debt
6 Months Ended
Jun. 30, 2016
Debt Disclosure [Abstract]  
Debt Disclosure [Text Block]
Note 7 – Convertible Debt

Description
 
June 30, 2016
   
December 31, 2015
 
Six convertible promissory notes, in amount ranging from$27,777 to $55,000, maturing within from one year to two years, bearing interest ranging from 5% to 12% per annum, convertible into common stock at conversion prices ranging from 35% to 60% of the lowest price in the prior 20 to 25 trading days. The Company expects all debt will be converted to common shares.
 
$
234,777
   
$
-
 
Less: debt discount
   
(234,777
)
   
-
 
Less: conversions
   
-
     
-
 
Add: amortization of debt discount
   
52,573
     
-
 
Balance of convertible debt, net
   
52,573
     
-
 
Less: current portion
   
-
     
-
 
Long-term convertible debt, net
 
$
52,573
   
$
-
 

Debt Discount

By June 30, 2016, the Company recorded debt discounts totaling $234,777. The Company amortized debt discount of $52,573 by June 30, 2016. Debt discount consisted of the following at June 30, 2016:

   
June 30, 2016
   
December 31, 2015
 
Debt discount
 
$
234,777
   
$
-
 
Accumulated amortization of debt discount
   
(52,573
)
   
-
 
Debt discount - net
 
$
182,204
   
$
-
 

On March 23, 2016, the Company issued a two year $250,000 convertible promissory note to JMJ Financial, a Nevada sole proprietorship which bears interest at the rate of 12% per annum on the principal sum of the outstanding (“JMJ Note”).  The JMJ Note is payable in installments of a minimum of $25,000 per drawdown.  The Company drew down $25,000 on March 23, 2016.  Under the terms of the JMJ Note; the current balance is now $31,111, which includes an original issue interest of $2,777.00, plus interest at the rate of 12% per annum.  The JMJ Note is convertible at any time into shares of common stock at a conversion price equal to 60% of the lowest trade price in the 25 trading days previous to the conversion date.

On March 25, 2016, the Company received net proceeds of $35,000 after expenses, for a one (1) year $40,000 face amount of 8% Convertible Note in favor of EMA Financial, LLC (“EMA Note”).  The EMA Note is convertible at any time into common stock at a conversion price equal to the lower of (i) the closing sale price on the day immediately preceding the date of funding and (ii) 50% of the lowest closing sale price for the 25 consecutive trading days immediately preceding the conversion date.

On April 1, 2016, the Company issued a one year $55,000 convertible promissory note to Essex Global Investment Corp. (“Essex”) which bears interest at the rate of 10% per annum on the principal sum of the outstanding (“Essex Note”).  The Company received net proceeds of $50,000 after deductions for expenses, from the Essex Note.  The Essex Note is convertible at any time after the six (6) month anniversary of the Note into shares of common stock at a conversion price equal to 55% of the lowest trade price in the 20 trading days previous to the conversion date.

On April 5, 2016, the Company received net proceeds of $33,300 after expenses, from a one (1) year $42,000 face amount of 5% Convertible Note in favor of Crown Bridge Partners, LLC (“CBP Note”).  The CBP Note is convertible at any time after the six (6) month anniversary of the Note into common stock at a conversion price equal to 52% of the lowest closing sale price for the 25 consecutive trading days immediately preceding the conversion date.

On May 4, 2016, the Company received net proceeds of $33,750 after expenses, from a nine [9] month $40,000 face amount of 10% Convertible Note in favor of Auctus Fund, LLC (“AFL Note”).  The AFL Note is convertible after the six (6) month anniversary of the Note into common stock at a conversion price equal to 60% of the lowest closing sale price for the 20 consecutive trading days immediately preceding the conversion date.

On May 9, 2016, the Company entered into an agreement with Adar Bays, LLC a Florida Limited Company (Adar), with respect to a private investment up to $60,000 of the convertible debt securities with a 9 month term.  The $60,000 convertible debt is comprised of a $30,000 front-end note and one $30,000 back-end note.  The principal and accrued interest under the notes will be convertible into shares of common stock of the Company at a 50% discount to the lowest closing bid price with a 20 day look back.  Adar will deduct legal fees of $2,000 on the funding of each of the notes, as well as on the cash funding on the back-end note, as well as making deductions of $2,800 to Almorli Advisors on the cash funding of each of those notes.  The notes shall bear interest at 8%. The Company is not required to take down the back end note.  As of May 20, 2016, the Company borrowed $30,000 against the front end note.

In accordance with the Statement of Financial Accounting Standard ASC 820-10-35-37 Fair Value in Financial Instruments, Statement of Financial Accounting Standard ASC 815 Accounting for Derivative Instruments and Hedging Activities require that instruments with embedded derivative features be valued at their market values.  The Company hired a valuation consultant to value the Convertible Debentures for the derivative portion of the instruments. The Binomial model was used to value the derivative liability for the quarter ending June 30, 2016 at $677,726, with a derivative liability expense of $506,636.  The total impact to the Consolidated Statement of Operations is a negative $(506,636) that is strictly related to the possibility of conversion. If the Company retires this debt prior to maturity, the effect will be income and addition to Paid in Capital in the amount of $608,924. If these loans are carried to maturity, they will result in the issuance of 18,836,119 shares of common stock and will require no payment in cash.